EXHIBIT 10.41
UNIGENE LABORATORIES, INC.
000 Xxxxxx Xxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Fusion Capital Fund II, LLC November 26, 2001
000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 0-000
Xxxxxxx, Xxxxxxxx 00000
RE: Unigene Laboratories, INC.
Gentlemen:
This letter is being delivered to confirm our understanding with respect to
certain matters under that certain Common Stock Purchase Agreement, dated as of
May 09, 2001 (the "Purchase Agreement"), by and between UNIGENE LABORATORIES,
INC., a Delaware corporation (the "Company") and FUSION CAPITAL FUND II, LLC
("Fusion"), with respect to the purchase by Fusion of up to $21,000,000 of
common stock of the Company. All capitalized terms used in this letter that are
not defined in this letter shall have the meanings set forth in the Purchase
Agreement. The Company and Fusion agree as follows:
1. Advance of funds by Fusion.
Fusion may, in its sole discretion, make cash advances to the Company
("Prepaid Amount") from time to time as an advance against purchases under the
Purchase Agreement in amounts agreed to by Fusion and the Company. The balance
of the Prepaid Amount will increase as Fusion makes any cash advances to the
Company. The balance of Prepaid Amount will be reduced by the Purchase Amount of
any purchases of Common Stock by Fusion.
Upon three (3) Trading Days prior written notice, the Company may at any
time repay all or any portion of the Prepaid Amount during which time Fusion may
make purchase of Common Stock under the Purchase Agreement. At any time that the
Prepaid Amount is greater than $0.00, (i) the Company shall not be permitted to
suspend any purchases by Fusion or terminate the Purchase Agreement, and (ii)
Fusion shall have the right to purchase Common Stock at any time in an amount up
to the then outstanding Prepaid Amount.
2. Additional Amendments to Purchase Agreement.
Section 1(d) of the Purchase Agreement is hereby amended by adding a new
Section 1(d)(iii) as follows:
"(iii) Suspension of Purchase Obligation. The Buyer shall not have any
obligation to purchase any Purchase Shares under this Agreement if the Purchase
Price would be less than $0.25."
UNIGENE LABORATORIES, INC.
By: /s/ Xxxxxx X. Xxxx
------------------------
Name: Xxxxxx X. Xxxx
Title: President
ACKNOWLEDGED AND AGREED:
FUSION CAPITAL FUND II, LLC
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Xxxxxx X. Xxxxxx
A Managing Member
